Mechelen, Belgium; March 4, 2026, 22:01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) received transparency notifications from Bank of America.
Pursuant to Belgian transparency legislation1, Galapagos received transparency notifications on February 27 and March 2, 2026, from Bank of America Corporation. The initial notification indicates that Bank of America Corporation, as controlling entity, and its controlled entity, BofA Securities, Inc., individually crossed above the threshold of 5% of Galapagos’ voting rights on February 26, 2026, including exceeding the threshold of 5% for equivalent financial instruments, as a result of an acquisition of Galapagos’ equivalent financial instruments. Subsequently on March 2, Galapagos received a notification indicating that BofA Securities, Inc. fell below the 5% threshold of Galapagos’ voting rights again on February 27, 2026 following the disposal of such instruments.
On March 2, 2026, Bank of America Corporation (taking into account the holding of its affiliates) owned 292,642 voting rights and 3,491,679 equivalent financial instruments, representing together 5.74% of Galapagos’ currently outstanding 65,897,071 shares.
Summary of the transactions:
|
Date on which the threshold was crossed |
Date of notification |
Direct voting rights after the transaction |
Equivalent financial instruments after the transaction |
Total (%) |
|
February 26, 2026 |
February 27, 2026 |
0.20% |
5.49% |
5.69% |
|
February 27, 2026 |
March 2, 2026 |
0.44% |
5.30% |
5.74% |
Date on which the threshold was crossed
Direct voting rights after the transaction
Equivalent financial instruments after the transaction
Content of the notifications from Bank of America Corporation:The notification dated March 2, 2026, contains the following information:
Date of notification: March 2, 2026
Date on which the threshold is crossed: February 27, 2026
Threshold of voting rights crossed (in %): 5%
Notification by: Bank of America Corporation
Reason for the notification: Acquisition or disposal of financial instruments that are treated as voting securities
|
A) Voting Rights |
Previous notification |
After the transaction |
|||
|
|
# of voting rights |
# of voting rights |
% of voting rights |
||
|
Holder of voting rights |
|
Linked to securities |
Not linked to securities |
Linked to securities |
Not linked to securities |
|
Bank of America Corporation |
0 |
0 |
|
0.00% |
|
|
Bank of America, National Association |
12,440 |
12,440 |
|
0.02% |
|
|
Merrill Lynch International |
103,934 |
95,048 |
|
0.14% |
|
|
Managed Account Advisors LLC |
3 |
3 |
|
0.00% |
|
|
BofA Securities, Inc. |
0 |
170,568 |
|
0.02% |
|
|
Merrill Lynch, Pierce, Fenner & Smith |
14,462 |
14,462 |
|
0.00% |
|
|
U.S. Trust Company of Delaware |
121 |
121 |
|
0.26% |
|
|
Subtotal |
130,960 |
292,642 |
|
0.44% |
|
|
|
TOTAL |
292,642 |
0 |
0.44% |
0.00% |
Bank of America Corporation
Bank of America, National Association
Merrill Lynch International
Managed Account Advisors LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
U.S. Trust Company of Delaware
|
B) Equivalent financial instruments |
After the transaction |
|||||
|
Holder of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
Settlement |
|
Merrill Lynch International |
Right to Recall |
|
|
141,684 |
0.22% |
physical |
|
Merrill Lynch International |
Rights of Use |
|
|
100 |
0.00% |
physical |
|
BofA Securities, Inc. |
Right to Recall |
|
|
24,700 |
0.04% |
physical |
|
BofA Securities, Inc. |
Rights of Use |
|
|
3,163,290 |
4.80% |
physical |
|
Merrill Lynch International |
Physical Call Option |
19/06/2026 |
|
100,000 |
0.15% |
physical |
|
Bank of America, National Association |
Swaps |
15/10/2027 |
|
36 |
0.00% |
cash |
|
Bank of America, National Association |
Swaps |
31/01/2028 |
|
782 |
0.00% |
cash |
|
Bank of America, National Association |
Swaps |
15/04/2027 |
|
14,679 |
0.02% |
cash |
|
Bank of America, National Association |
Swaps |
29/02/2028 |
|
741 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
15/01/2027 |
|
9,167 |
0.01% |
cash |
|
Merrill Lynch International |
Swaps |
30/04/2026 |
|
14,350 |
0.02% |
cash |
|
Merrill Lynch International |
Swaps |
02/07/2026 |
|
1,113 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
01/11/2027 |
|
5,726 |
0.01% |
cash |
|
Merrill Lynch International |
Swaps |
15/04/2027 |
|
14,679 |
0.02% |
cash |
|
Merrill Lynch International |
Swaps |
15/10/2027 |
|
36 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
31/03/2027 |
|
596 |
0.00% |
cash |
|
|
TOTAL |
|
|
3,491,679 |
5.30% |
|
B) Equivalent financial instruments
Holder of equivalent financial instruments
Type of financial instrument
# of voting rights that may be acquired if the instrument is exercised
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Bank of America, National Association
Bank of America, National Association
Bank of America, National Association
Bank of America, National Association
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
|
TOTAL (A&B) |
# of voting rights |
% of voting rights |
|
|
3,784,321 |
5.74% |
The chain of control has been described at the end of the notification (section 11) and can be found here.
Content of the notifications from Bank of America Corporation:The notification dated February 27, 2026, contains the following information:
Date of notification: February 27, 2026
Date on which the threshold is crossed: February 26, 2026
Threshold of voting rights crossed (in %): 5%
Notification by: Bank of America Corporation
Reason for the notification: Acquisition or disposal of financial instruments that are treated as voting securities
|
A) Voting Rights |
Previous notification |
After the transaction |
|||
|
|
# of voting rights |
# of voting rights |
% of voting rights |
||
|
Holder of voting rights |
|
Linked to securities |
Not linked to securities |
Linked to securities |
Not linked to securities |
|
Bank of America Corporation |
0 |
0 |
|
0.00% |
|
|
Bank of America, National Association |
12,481 |
12,440 |
|
0.02% |
|
|
Merrill Lynch International |
77,455 |
103,934 |
|
0.16% |
|
|
Managed Account Advisors LLC |
3 |
3 |
|
0.00% |
|
|
BofA Securities, Inc. |
0 |
0 |
|
0.00% |
|
|
Merrill Lynch, Pierce, Fenner & Smith |
14,462 |
14,462 |
|
0.02% |
|
|
U.S. Trust Company of Delaware |
121 |
121 |
|
0.00% |
|
|
Subtotal |
104,522 |
130,960 |
|
0.20% |
|
|
|
TOTAL |
130,960 |
0 |
0.20% |
0.00% |
Bank of America Corporation
Bank of America, National Association
Merrill Lynch International
Managed Account Advisors LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
U.S. Trust Company of Delaware
|
B) Equivalent financial instruments |
After the transaction |
|||||
|
Holder of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
Settlement |
|
Merrill Lynch International |
Right to Recall |
|
|
141,684 |
0.22% |
physical |
|
BofA Securities, Inc. |
Right to Recall |
|
|
24,700 |
0.04% |
physical |
|
BofA Securities, Inc. |
Rights of Use |
|
|
3,289,340 |
4.99% |
physical |
|
Merrill Lynch International |
Physical Call Option |
19/06/2026 |
|
100,000 |
0.15% |
physical |
|
Bank of America, National Association |
Swaps |
31/01/2028 |
|
782 |
0.00% |
cash |
|
Bank of America, National Association |
Swaps |
15/04/2027 |
|
14,679 |
0.02% |
cash |
|
Bank of America, National Association |
Swaps |
29/02/2028 |
|
736 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
15/01/2027 |
|
9,167 |
0.01% |
cash |
|
Merrill Lynch International |
Swaps |
30/04/2026 |
|
14,310 |
0.02% |
cash |
|
Merrill Lynch International |
Swaps |
02/07/2026 |
|
1,106 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
01/11/2027 |
|
5,726 |
0.01% |
cash |
|
Merrill Lynch International |
Swaps |
27/02/2026 |
|
594 |
0.00% |
cash |
|
Merrill Lynch International |
Swaps |
15/04/2027 |
|
14,679 |
0.02% |
cash |
|
Merrill Lynch International |
Swaps |
30/06/2026 |
|
12 |
0.00% |
cash |
|
|
TOTAL |
|
|
3,617,515 |
5.49% |
|
B) Equivalent financial instruments
Holder of equivalent financial instruments
Type of financial instrument
# of voting rights that may be acquired if the instrument is exercised
Merrill Lynch International
Merrill Lynch International
Bank of America, National Association
Bank of America, National Association
Bank of America, National Association
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
Merrill Lynch International
|
TOTAL (A&B) |
# of voting rights |
% of voting rights |
|
|
3,748,475 |
5.69% |
The chain of control has been described at the end of the notification (section 11) and can be found here.
About GalapagosGalapagos is a biotechnology company built to bring meaningful medicines to patients with serious diseases in therapeutic areas of unmet need. The Company combines world-class deal making expertise with capital to identify, acquire, and advance promising opportunities that have the potential to drive value for patients and shareholders. Applying a modality-agnostic asset selection approach and operational flexibility, Galapagos prioritizes oncology and immunology & inflammation programs with clear clinical proof-of-concept in emerging areas. For more information, visit www.glpg.com or follow us on LinkedIn or X.
For further information, contact Galapagos:Investor RelationsGlenn Schulman
+1 412 522 [email protected]
MediaMediaKatie Morris+1 952 288 [email protected]
Visit us at www.glpg.com or follow us on LinkedIn or X.
1 Belgian Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and regarding miscellaneous provisions, as amended from time to time.
Galapagos Receives Transparency Notification from Bank of America.pdf